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KMP to Acquire Copano for Approximately $5 Billion in Unit for Unit Transaction

Kinder Morgan Energy Partners, L.P. (NYSE: KMP) and Copano Energy,
L.L.C. (NASDAQ: CPNO) today announced a definitive agreement whereby KMP
will acquire all of Copano's outstanding units for a total purchase
price of approximately $5 billion, including the assumption of debt. The
transaction, which has been approved by the boards of directors of both
companies, will be a 100 percent unit for unit transaction with an
exchange ratio of .4563 KMP units per Copano unit. The consideration to
be received by Copano unitholders is valued at $40.91 per Copano common
unit based on KMP's closing price as of Jan. 29, 2013, representing a
23.5 percent premium to Copano's close on Jan. 29, 2013. The
transaction, which is expected to close in the third quarter of 2013, is
subject to customary closing conditions, including regulatory approval
and a vote of the Copano unitholders. TPG, Copano's largest unitholder
(owning over 14 percent of its outstanding equity), has agreed to
support the transaction.

Copano, a midstream natural gas company with operations primarily in
Texas, Oklahoma and Wyoming, provides comprehensive services to natural
gas producers, including natural gas gathering, processing, treating and
natural gas liquids fractionation. Copano owns an interest in or
operates about 6,900 miles of pipelines with 2.7 billion cubic feet per
day (Bcf/d) of natural gas throughput capacity and 9 processing plants
with more than 1 Bcf/d of processing capacity and 315 million cubic feet
per day of treating capacity.

“We are delighted to have reached this agreement with Copano, a company
that we know very well and have partnered with through the years, as
this transaction will enable us to significantly expand our midstream
services footprint,” said KMP Chairman and CEO Richard D. Kinder. “As a
result of this acquisition, we will be able to pursue incremental
development in the Eagle Ford Shale play in south Texas, gain entry into
the Barnett Shale Combo in north Texas and the Mississippi Lime and
Woodford Shales in Oklahoma. We continue to be bullish on the domestic
shale plays and believe they will drive substantial future growth at
KMP. Copano's assets are very complementary to ours, as KMP is
principally a pipeline transportation and storage company, while Copano
is primarily a fee-based gathering, processing and fractionation player.
Broadening our midstream assets will allow us to offer a wider array of
services to our customers.”

“We are excited to have reached this agreement with KMP, which delivers
a significant premium to our unitholders that is reflective of the
strength and potential of our business and provides an ownership
interest in a highly diversified industry leader with an impressive
history of sustained distribution growth,” said Copano President and CEO
R. Bruce Northcutt. “Through this transaction, Copano will become part
of a larger, investment grade organization with stable cash flows and
the financial resources to fund our increasing number of high-return
growth projects. We are committed to continuing to support our customers
with the highest quality service, and expect that KMP's size and scale
will allow us to provide even more value for customers. In addition, we
expect this combination will provide opportunities for our many talented
employees. We look forward to completing this transaction and to
building significant long-term value for all of our stakeholders as part
of KMP.”

“Copano is already executing on a substantial backlog of expansion
projects for which it has secured customer commitments and is exploring
a significant amount of projects incremental to these,” Kinder added.
“Given the growth in cash flow that will come from the projects already
in progress with existing customer commitments, we expect the multiple
of EBITDA paid for Copano to decline to the very low double digits over
the next few years and considering the growth opportunities beyond that,
we expect continued attractive EBITDA growth from these assets
thereafter.”

The acquisition of Copano is expected to be accretive to cash available
for distribution to KMP unitholders upon closing. The general partner of
KMP, Kinder Morgan, Inc. (NYSE: KMI), has agreed to forego a portion of
its incremental incentive distributions in 2013 in an amount dependent
on the time of closing. Additionally, KMI intends to forgo $120 million
in 2014, $120 million in 2015, $110 million in 2016 and annual amounts
thereafter decreasing by $5 million per year from this level. The
transaction is expected to be modestly accretive to KMP in 2013, given
the partial year, and about $0.10 per unit accretive for at least the
next five years beginning in 2014.

“Copano's cash flow is largely and increasingly fee based, and our
accretion projections are based on commodity prices consistent with the
current forward curve for the portion that is sensitive to commodity
prices,” Kinder explained.

The acquisition will be immediately accretive to KMI's cash available to
pay dividends, even after KMI foregoes a portion of the incremental
incentive distributions this transaction is expected to produce. The
increase in KMI's cash available to pay dividends (net of the amounts
voluntarily foregone) is expected to be approximately $25 million in
2014 growing to approximately $70 million in 2016.

Copano is headquartered in Houston, Texas, and has a sizable office in
Tulsa, Okla., which KMP intends to maintain.

Upon closing, KMP will own 100 percent of Eagle Ford Gathering
(currently a joint venture with Copano), which provides gathering,
transportation and processing services to natural gas producers in the
Eagle Ford Shale. Eagle Ford Gathering comprises approximately 400 miles
of pipelines (including its capacity rights in certain KMP pipelines)
with capacity to gather and process over 700,000 MMBtu/day.

Please join Kinder Morgan at 9 a.m. Eastern Time on Wednesday, Jan.
30, at www.kindermorgan.com
for a live webcast conference call of its annual investor conference,
during which time this transaction will be discussed.

Kinder Morgan Energy Partners, L.P. (NYSE: KMP) is a leading pipeline
transportation and energy storage company and one of the largest
publicly traded pipeline limited partnerships in America. It owns an
interest in or operates approximately 46,000 miles of pipelines and 180
terminals. The general partner of KMP is owned by Kinder Morgan, Inc.
(NYSE: KMI). Kinder Morgan is the largest midstream and the third
largest energy company in North America with a combined enterprise value
of approximately $100 billion. It owns an interest in or operates
approximately 75,000 miles of pipelines and 180 terminals. Its pipelines
transport natural gas, gasoline, crude oil, CO2 and other
products, and its terminals store petroleum products and chemicals and
handle such products as ethanol, coal, petroleum coke and steel. KMI
owns the general partner interest of KMP and El Paso Pipeline Partners,
L.P. (NYSE: EPB), along with limited partner interests in KMP and EPB
and shares in Kinder Morgan Management, LLC (NYSE: KMR). For more
information please visit www.kindermorgan.com.

Copano Energy, L.L.C. (NASDAQ: CPNO) is a midstream natural gas company
with operations in Texas, Oklahoma and Wyoming. For more information,
please visit http://www.Copano.com.

KMP plans to file with the SEC a Registration Statement on Form S-4 in
connection with the transaction. KMP and Copano plan to file with the
SEC and Copano plans to mail to its unitholders a Proxy
Statement/Prospectus in connection with the transaction. The
Registration Statement and the Proxy Statement/Prospectus will contain
important information about KMP, Copano, the transaction and related
matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN
THEY ARE AVAILABLE.

Investors and security holders will be able to obtain free copies of the
Registration Statement and the Proxy Statement/Prospectus and other
documents filed with the SEC by KMP and Copano through the web site
maintained by the SEC at www.sec.gov
or by phone, email or written request by contacting the investor
relations department of KMP or Copano at the following:

KMP and Copano, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies in
respect of the transactions contemplated by the merger agreement.
Information regarding the directors and executive officers of KMP's
general partner and Kinder Morgan Management, LLC, the delegate of KMP's
general partner, is contained in KMP's Form 10-K for the year ended
December 31, 2011, which has been filed with the SEC. Information
regarding Copano's directors and executive officers is contained in
Copano's Form 10-K for the year ended December 31, 2011 and its proxy
statement filed on April 8, 2012, which are filed with the SEC. A more
complete description will be available in the Registration Statement and
the Proxy Statement/Prospectus.

SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

Statements in this press release regarding the proposed transaction
between KMP and Copano, the expected timetable for completing the
proposed transaction, future financial and operating results, benefits
and synergies of the proposed transaction, future opportunities for the
combined company and any other statements about KMP or Copano
management's future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the words
“believes,” “plans,” “anticipates,” “expects,” “estimates” and similar
expressions) should also be considered to be forward-looking statements.
There are a number of important factors that could cause actual results
or events to differ materially from those indicated by such
forward-looking statements, including: the ability to consummate the
proposed transaction; the ability to obtain requisite regulatory and
unitholder approval and the satisfaction of the other conditions to the
consummation of the proposed transaction; the ability of KMP to
successfully integrate Copano's operations and employees and realize
anticipated synergies and cost savings; the potential impact of the
announcement or consummation of the proposed transaction on
relationships, including with employees, suppliers, customers and
competitors; the ability to achieve revenue growth; price volatility and
market demand for natural gas and natural gas liquids; higher
construction costs or project delays due to inflation, limited
availability of required resources or the effects of environmental,
legal or other uncertainties; the ability of the combined company to
continue to obtain new sources of natural gas supply; the impact on
volumes and resulting cash flow of technological, economic and other
uncertainties inherent in estimating future production, producers'
ability to drill and successfully complete and attract new natural gas
supplies and the availability of downstream transportation systems and
other facilities for natural gas and NGLs; the effects of government
regulations and policies and of the pace of deregulation of retail
natural gas; national, international, regional and local economic or
competitive conditions and developments; capital and credit markets
conditions; interest rates; the political and economic stability of oil
producing nations; energy markets, including changes in the price of
certain commodities; weather, alternative energy sources, conservation
and technological advances that may affect price trends and demand;
business and regulatory or legal decisions; the timing and success of
business development efforts; acts of nature, accidents, sabotage,
terrorism or other similar acts causing damage greater than the
insurance coverage limits of the combined company; and the other factors
and financial, operational and legal risks or uncertainties described in
KMP's and Copano's Annual Reports on Form 10-K for the year ended
December 31, 2011 and their most recent quarterly report filed with the
SEC. KMP and Copano disclaim any intention or obligation to update any
forward-looking statements as a result of developments occurring after
the date of this press release.